As you begin the election discussions, I'm writing to offer a summary ofwhat council members and officers generally do and are expected to do.I hope this will help candidates and voters as they weigh specificissues. I invite any officer/council member to weigh in with details,corrections, or suggestions about this. As with any organization, ourformal structure is enlivened and evolves with real-life practice. Iwill be happy to answer questions about these matters at any time.

H-Net has changed considerably since its founding. The most significantchange has been its incorporation as a nonprofit, which in effect hasformalized some of the implicit as well as explicit responsibilities ofthe council, officers, and directors. The council is now a "governingboard" under applicable state and federal law. All elected officers andboard members are volunteers and serve without compensation. H-Netreimburses members for business-related costs of travel and attendanceat the organization's meetings and other functions related to theirresponsibilities with us. Our fiscal year budget currently hoversaround $350,000, with revenues chiefly from the Job Guide and two annualdonation drives, and indirect support from our hosts at Michigan StateUniversity accounting for about a third of the budget. I will provideyou with more specific figures shortly; our IRS Form 990s, filed eachyear by November 15, are available for public inspection at any time.Nonprofits are under certain ethical and legal obligations in carryingout their mission; the leadership simply needs to be aware of those andact accordingly.

All of the leadership, as members of the Council and as officers anddirectors, have at least three fiduciary duties to H-Net:

1. "Obedience" to the organization's constitution, articles ofincorporation, and bylaws. They must not knowingly act outside thescope of those regulations, or of federal or state laws.

2. "Loyalty" dictates that they act in good faith and avoid conflictsof interest that put their personal interests above those of theorganization.

3. "Care" requires that they be diligent and prudent in managing theorganization's affairs.

H-Net is a member of the Michigan Nonprofit Association and isincorporated under Michigan law. State law provides some liabilityprotection for officers, directors, and volunteers who act in good faithand do not knowingly violate their fiduciary or legal responsibilities.We have also investigated and will be acquiring officers, directors, andvolunteers indemnification insurance once our Articles of Incorporationand copyright rules are properly updated to qualify us.

COUNCIL

Councillors do not represent lists, networks, fields, disciplines, orinterests. They represent the people who elected them: the editors andvoting staff of H-Net. Council seats are not apportioned by network orsubject field, and the elections are based on one-person, one vote.Councillors therefore act as individuals informed by their experience aseditors and within their fields, and their decisions must look to thebroader health and welfare of H-Net as a whole. The work of the Councilis shaped by H-Net's Strategic Plan, which may be found at

describes the council's role in our organization. It governs theorganization's affairs, makes policy, and provides strategic directionand oversight to the directorate.

In practical terms, this usually entails, but is not limited to:

-- approving all network applications and decommissions

-- certifying and decertifying all editors and board members

-- establishing editorial, administrative, and fiscal policy

-- acting as "court" of last appeal in disputes among editors,subscribers, and/or officers

-- oversight and responsibility for budgets and finances provided by theexecutive director and treasurer

-- approving membership on internal committees and boards

-- appointing the executive director and supervising his or her work;approving related staffing and employment needs

-- helping to draft, develop, and oversee the implementation of theorganization's strategic plan

-- oversee H-Net's relations with its host institution

-- draft and implement changes to the bylaws

The Council's practice has been to meet once yearly in conjunction withthe annual meeting of the American Historical Association (in earlyJanuary). The Council has not established a firm cycle for its businessmeetings. Otherwise, the Council usually holds two formal onlineworking sessions, usually in Spring and Fall, where it conducts majorbusiness. It handles routine matters (like network approvals and editorcertifications) on a weekly consent agenda supervised by the President.The group communicates via a dedicated listserv of record, HNET-COUNCIL,plus any other lists or media it may choose. Councillors are expectedto monitor their mail regularly for organizational business.

VICE PRESIDENTS

The duties of officers are indicated in the constitution's Article IV.The vice presidents generally help to manage and develop policy andeditorial initiatives through their respective committees. They alsotry to develop and cultivate involvement by the editors in H-Net'spolicies and practices, and advise the directorate accordingly. TheVice President for Research and Publications chairs the PublicationsCommittee and is responsible for formulating policies and projects forH-Net publications, including reviews, and submitting these to theCouncil on behalf of his or her committee. Traditionally, H-Net Reviewshas taken up the majority of this officer's time for the organization.The Vice President for Teaching chairs the Teaching Committee andformulates teaching-related policies, standards, and projects that aresubmitted to the Council from his or her committee. The Vice Presidentfor Networks acts as chief editor of H-Net with special emphasis on listand web editors, handles all network applications and launches, helps toarbitrate disputes within or among networks, develops and cultivates acommon editorial community, style, and practice, and chairs the NetworksCommittee.

PRESIDENT-ELECT

As "president-in-waiting," this officer chairs the annual electioncommittee and takes the presidency in case of a vacancy or when thecurrent president's term ends. H-Net Presidents generally have highvisibility in the organization and the profession and serve as theorganization's advocate and strategic leader in the profession at large.